PHILLIPS VAN HEUSEN CORP /DE/ - 10-K Annual Report

Back to GetFilings.com

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the fiscal year ended January 30, 1994 Commission file number: 1-724

PHILLIPS-VAN HEUSEN CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE 13-1166910
(State of incorporation) (IRS Employer
Identification No.)
1290 Avenue of the Americas
New York, New York 10104
(Address of principal executive offices)

212-541-5200
(Registrant's telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Name of Each Exchange
Title of Each Class on Which Registered
Common Stock, $1.00 par value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
NONE

Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for at least 90 days.

Yes X No

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ( )

The aggregate market value of the voting stock of registrant held by
nonaffiliates of the registrant as of April 19, 1994 was approximately
$834,000,000.

Number of shares of Common Stock outstanding as of April 19, 1994:
26,545,480.

DOCUMENTS INCORPORATED BY REFERENCE

Location in Form 10-K
Document in which incorporated

Registrant's 1993 Annual Report to Stockholders Parts I and II
for the Fiscal Year Ended January 30, 1994

Registrant's Proxy Statement Part III
for the Annual Meeting of
Stockholders to be held on June 14, 1994
PART I
Item 1. Business

General Overview

Phillips-Van Heusen Corporation (the "Company") is a vertically
integrated manufacturer, marketer and retailer of men's and women's apparel
and men's, women's and children's footwear. The Company's products include
shirts, sweaters and shoes and, to a lesser extent, neckwear, furnishings,
bottoms, outerwear and leather and canvas accessories. The Company's
principal brand names are "Van Heusen", the best-selling dress shirt brand in
the United States; "Bass", the leading casual shoe brand in the United States;
and "Geoffrey Beene", the best-selling designer dress shirt label in the
United States. The Company is also a leading manufacturer and distributor of
private label shirts and sweaters.

The Company is primarily engaged in the manufacture and procurement (both
domestically and overseas) of its products and the marketing and distribution
of its products through four apparel divisions and one footwear division, each
of which has both a wholesale and retail component. The Company's goals are
to design, manufacture and source products which offer consumers "value", thus
satisfying the consumers' desire for fashion, quality and fair prices, and to
market those products to reach the broadest spectrum of consumers possible.

Wholesale distribution consists of the marketing and sale of the
Company's products to major department stores, specialty and independent
retailers, chain stores and catalog merchants, as well as its own retail
stores. The Company's wholesale customers for branded and designer apparel
include May Co., Federated, Dayton Hudson, JCPenney, Macy's, Younkers and
Mercantile. Wholesale customers for its private label shirts include
JCPenney, Bloomingdale's, Lord & Taylor, Lands' End, Sears and Target, while
the wholesale customers of the Company's private label sweater and golf
apparel division include Lands' End, JCPenney, May Co., L.L. Bean, Federated
and Sears. G.H. Bass & Co. ("Bass"), the Company's footwear division, counts
May Co., Dillard's, Federated, Macy's and Dayton Hudson as its principal
wholesale customers. In fiscal 1993, no one customer accounted for more than
10% of the Company's sales.

Through its retail operations, the Company sells its products directly to
consumers in 780 Company-owned stores operated in five different formats
located primarily in manufacturers' outlet malls. The Company plans to open
101 stores in fiscal 1994 (net of store closings).

The Company believes that its recent success has been due in large part
to its strategy of developing multiple channels of distribution for its
branded, designer and private label merchandise. These channels include an
increasing number of Company-owned outlet stores as well as the Company's
traditional wholesale customers. These diverse channels have enabled the
Company to strengthen the competitive position of its brands and to extend its
brands into new product lines. In addition, the Company's outlet stores have
created additional opportunities for the Company both to sell its products,
thereby providing the Company with the means to achieve full absorption of
factory overhead, which results in low-cost and efficient production, and to
control the distribution of any excess production. The Company also believes
that the continued development of its product design, manufacturing and
sourcing organizations, enhancement and expansion of the use of its inventory
management and electronic data interchange systems and refinement of its
promotional and advertising activities will result in further strengthening of
its brand images, decreased risks of excess production and more efficient
utilization of its production facilities and outside suppliers.

The Company has experienced substantial growth in sales and earnings per
share over the past seven years. The Company's growth has occurred despite a
difficult business environment in the apparel and footwear industries as well
as in the general economy. The Company's growth is attributable primarily to
the acquisition of Bass in 1987 and the growth in the number of the Company's
retail stores from 214 immediately after the acquisition of Bass to 780 at the
end of fiscal 1993. Over the same period, the Company's "Van Heusen" shirt
brand has increased its share of the United States men's dress shirt market
from 7.0% to 10.5% according to research conducted by MRCA Information
Services ("MRCA") based on unit sales. Including its branded, designer and
private label offerings, the Company believes its overall share of the United
States men's dress shirt market is the largest of any single company.

The Company was incorporated in the State of Delaware in 1976 as the
successor to a business begun in 1881, and, with respect to Bass, a business
begun in 1876. The Company's principal executive offices are located at 1290
Avenue of the Americas, New York, New York 10104; its telephone number is
(212) 541-5200.

Retail Development

The decision to develop and expand its own retail operations, concurrent
with the growth of the manufacturers' outlet retailing industry, has permitted
the Company to position itself as a major value-oriented retailer. The
Company's retail operations have enabled it to increase sales by offering its
products in geographic markets where they were not previously widely
available, selling to consumers who favor value-oriented retailers and selling
products bearing its brand names and designer labels that are not marketed to
its traditional wholesale customers. As a consequence of these increased
sales, the Company has improved its overall corporate profit margins and
improved cash flow. In addition, by providing direct contact with the
consumer, the Company's stores allow it better and more directly to monitor
consumer trends and sales of its products and showcase or test market new
products.

Critical to the Company's vertically integrated strategy was the choice
of manufacturers' ("factory") outlet centers as the venue to pursue its
retailing business. Manufacturers' outlet centers, usually located in
tourist/vacation areas or on major highways to these areas, provide a large
customer base with significant disposable income and a positive attitude
toward shopping and a base of business in locations that limit conflict with
the Company's traditional wholesale customers. The development of
manufacturers' outlet centers is a key component to the success of the
Company. The success of a new outlet mall is heavily dependent on its
location and the attraction of a well known group of tenants and, therefore,
the Company actively cooperates with developers in the site and tenant
selection processes. The Company believes that as a result of its strong
presence and success in manufacturers' outlet retailing, developers seek and
welcome the Company's input into such processes.

The increased demand for the Company's products as a result of sales
through Company-owned stores permits the Company to run its factories at
higher levels of productivity, thereby lowering overall production costs and
increasing the ability of the Company to provide continuous employment for its
employees. The Company's stores also provide the opportunity to liquidate
excess and out-of-date inventory and factory "seconds", thereby substantially
reducing the need to sell such merchandise to discounters or jobbers at
severely marked down prices. The ability to control the sale of such
merchandise also prevents the damage to the image of the Company's brands
which can result when they are sold by discounters with inferior presentation
and advertising.

The Company has developed a retail component for each marketing division,
which has enhanced the Company's ability to reach a broad array of consumers
for its branded, designer and private label products. At the same time, it
has allowed the Company to expand its brands to other compatible products not
carried in its regular wholesale lines. The Company's success in expanding
the types of products available under its brand names and designer labels has
led to an increase in the product lines available in its store formats and has
enabled the Company to offer in its stores additional products which are not
available in the Company's traditional wholesale product lines. For example,
the Company now offers men's and women's sportswear and accessories in 58 of
its Bass stores. Also, the Company opened 14 stores offering Geoffrey Beene
women's wear late in the summer of 1993. In addition, the Company plans to
expand on its initial offering of a line of Bass Kids apparel merchandise in
1994.

The Company's retail formats are managed to allow each to enjoy its own
focus without infringing on the other formats, thereby enabling all formats to
co-exist in one outlet center. Thus, even though Van Heusen, Windsor Shirt
and Geoffrey Beene stores each carry the same type of men's apparel products,
each targets and markets to a different consumer base: Van Heusen - the
American brand, moderate price and moderate fashion consumer; Windsor Shirt -
the better traditional consumer; and Geoffrey Beene - the better fashion
forward consumer. In addition, all aspects of each retail format - store
design, presentation, sales personnel, packaging, product and price -
reinforce the Company's focus on value-oriented retailing to that particular
store format's target consumer.

The Company's retail stores show a high level of profitability resulting
from low overhead and staffing costs, low rental and common area maintenance
charges, short-term leases enabling exit from poorly performing stores, the
elimination of accounts receivable carrying costs as all sales are for cash or
on third party credit cards, high inventory turnover rates and low fixturing
costs. Stores in each of the Company's formats are typically profitable
within the year of opening. This is in contrast to traditional mall stores
which typically undergo a significant start-up period before becoming
profitable. Immediate cash flow generation is an important advantage of
outlet mall stores over traditional mall stores, as is the ability to build
and open stores in a comparatively short period of time.

Acquisitions

The Company intends to pursue acquisitions which would enable it to offer
quality brand name products which are marketable through both traditional
retailers and outlet stores designed around the brand names. The Company
believes that opportunities exist to acquire companies which produce products
with distinctive images which, due to distribution or other problems, are not
gaining full access to the target consumer. The Company further believes that
it can improve the distribution of such products by marketing through a
multi-channel distribution operation. The ability of the Company to acquire
product lines which can be marketed through new outlet store formats and carry
a recognized brand name which can be readily expanded into additional product
lines would provide the Company with the opportunity to increase its presence
in and its share of sales from outlet malls. While no such acquisition is
immediately contemplated, the Company is continuously reviewing and
considering possible acquisitions.

Wholesale Operations

While much of the Company's focus has been on developing the retail
aspect of its business, it has also placed significant emphasis on
strengthening its wholesale distribution operations. The Company merged the
manufacturing, warehousing, distribution, administrative and finance functions
of its shirt divisions in 1985. In 1990, the Company merged the
administrative and finance functions of its knitwear division with those of
the shirt divisions. In 1992, the Company's Bass wholesale division was
merged into this group to take advantage of the synergies between these
businesses. The Company believes that this consolidation has achieved
economies of scale and resulted in stronger operational support for each of
the wholesale divisions, while allowing each division to retain its
distinctive marketing identity.

In order to provide its customers with products covering a full range of
price points and styles, the Company has designed new branded and designer
dress shirts. For example, the Company developed the "Editions" sub-brand
under the "Van Heusen" label to cover the price point just above typical
private label shirts and created its "Cezani" line of designer shirts to fill
the niche for an all-cotton, upper moderate priced, designer dress shirt. The
Company also markets Bass dress shirts which are designed as a traditionally
styled American line. In addition, the Company has strengthened its private
label operations by increasing its design staff, developing additional private
label offerings and focusing on high volume accounts. The Company believes
that by expanding its product offerings, it enables its wholesale customers to
market to consumers brand name, designer and private label dress shirts at
various price points.

In 1993, the Company continued to expand usage of the PVH Pulse System.
This quick response system uses an electronic data interchange system which
provides a computer link between the Company and its wholesale customers that
enables both the customer and the Company to track sales, inventory and
shipments. Use of the system also reduces the amount of time it takes a
customer to determine its inventory needs and order replenishment merchandise
and for the Company to respond to the customer's order.

The Company believes that these efforts have helped strengthen its
relationships with its traditional wholesale customers, at the same time as
the Company has enhanced the image and increased the exposure of its products.

Design, Manufacturing and Sourcing

Integral to the success of the Company's growth strategy was the
development of a dependable and flexible design, manufacturing and sourcing
program. The Company formed PVH International ("PVH-I") to develop, design
and administer the manufacture and distribution of its "retail only" apparel
products. PVH-I's design and product development personnel are divided into
groups, each group having responsibility for one of the Company's apparel
store formats. This enables the PVH-I designers, working with the retail
buyers, to develop products consistent with the image of their respective
store formats. Sourcing operations are consolidated to provide for efficient
use of the Company's resources and to achieve economies of scale. By bringing
these services "in-house", the Company is able to realize certain cost savings
and maintain control of the production of "retail only" products from
conception through in-store delivery.

Once product design is complete, PVH-I sources the product and tracks it
through state-of-the-art management information systems. These systems enable
the Company to quickly respond to its customers' needs and monitor all other
aspects of inventory management. In addition, PVH-I monitors production and
the quality and timely distribution of the Company's products manufactured by
outside suppliers.

Apparel Business

The marketing of the Company's apparel products is conducted through four
separate divisions: Van Heusen; Designer; Private Label Dress and Sport
Shirts; and Knitwear. Substantially all of the Company's apparel, including
traditional wholesale products and the additional products available only in
the Company's retail stores, is designed "in-house." Approximately 35% of the
wholesale apparel products are manufactured in the Company's facilities in the
United States, Puerto Rico and the Caribbean Basin. The remaining products
are sourced through contractors throughout the world, but primarily in the Far
East.

Van Heusen

The Van Heusen Company division markets branded apparel, consisting of
men's traditional dress shirts and men's woven and knit sport shirts, in the
moderate to better price range. Van Heusen markets its products at wholesale
to major department stores and men's specialty stores nationwide, including
May Co., Younkers, JCPenney and Mercantile.

"Van Heusen" is the best-selling men's dress shirt brand in the United
States, according to research conducted by MRCA based on unit sales. "Van
Heusen's" share of the dress shirt market has risen through the years and has
increased from 7.0% in 1987 to 10.5% in 1993. The growth in sales of "Van
Heusen" shirts is the result of continued sales to traditional customers, the
commencement of sales of "Van Heusen" branded shirts to JCPenney in June 1990
and the overall growth in the number of Van Heusen outlet stores. In addition
to the "Van Heusen" label, branded products are marketed under the sub-brands
"417", "Hennessy", "Players", "Over Easy", "Corporate Casuals", "Winter-
weights" and "Editions."

Van Heusen outlet stores offer a full collection of first quality men's
traditional, classic and contemporary dress furnishings (including dress
shirts, belts, hosiery and neckwear), men's sportswear (including sports
shirts, sweaters and bottoms) and ladies sportswear (including coordinates and
separates) and men's and women's activewear. Other than men's dress shirts,
sport shirts and sweaters, such apparel is not marketed or produced for sale
to the Van Heusen division's wholesale customers.

The product mix targeted for Van Heusen stores is intended to satisfy the
key apparel needs of men from dress furnishings to casual wear, and of women
for casual wear. Van Heusen stores' merchandising strategy is focused on
achieving a classic and/or updated traditional look in a range of primarily
moderate price points. Target customers represent the broadest spectrum of
the American consumer.

Designer

The Designer Group division markets at wholesale men's designer label
dress shirts in the upper moderate to better price range to major department
stores and men's specialty stores nationwide, including Dayton Hudson,
Federated, Macy's and May Co.

The Designer Group primarily manufactures its shirts under the "Geoffrey
Beene" label through a licensing agreement with that designer, but also
markets dress shirts under the "Etienne Aigner" label and dress shirts and
neckwear under the Company-owned "Cezani" label. During 1993, this division
began selling a line of "Bass" label dress shirts. "Geoffrey Beene" shirts
are the best-selling men's designer dress shirts in the United States,
according to MRCA research.

The Company opened its first Geoffrey Beene stores in November 1990 and
has continuously expanded this format nationwide since that time. Geoffrey
Beene stores offer a distinctive collection of men's "Geoffrey Beene" labelled
designer products, including dress and sport shirts, neckwear, furnishings,
outerwear, bottoms and sportswear. As with Van Heusen outlet stores, the
products sold in Geoffrey Beene stores, other than "Geoffrey Beene" dress
shirts, consist of products which are not also sold through the Company's
wholesale distribution channels.

Through their product mix, the Geoffrey Beene stores seek to meet the
full needs of men's wardrobes (excluding suits) from dress furnishings to
casual wear. The merchandising strategy is focused on an upscale, fashion
forward consumer in the upper moderate price range.

During 1993, the Company began offering Geoffrey Beene women's wear in 14
of its stores. Stores offering these products carry a full line of women's
casual apparel bearing the designer's name. The Company plans to continue
expanding this product offering in the future.

Private Label Dress and Sport Shirts

The Pickwick Company division markets at wholesale men's dress and sport
shirts under private labels to major national retail chains, department stores
and catalog merchants, including JCPenney, Bloomingdale's, Lord & Taylor,
Lands' End, Sears and Target. The Company believes that The Pickwick Company
is one of the largest marketers of private label shirts in the United States.
Career Apparel, a division of The Pickwick Company, markets shirts to
companies in service industries, including major airlines and food chains.

Private label programs offer the retailer the ability to create its own
line of exclusive merchandise and give the retailer control over distribution
of the product. Each of The Pickwick Company's customers work with the
Company's designers to develop shirts in the styles, sizes and cuts which the
customers desire to sell in their stores with their particular store names or
private labels. The dress shirts that The Pickwick Company designs with and
for its customers fall within both the traditional and designer dress shirt
categories. Private label programs offer the consumer quality product and
offer the retailer the opportunity to enjoy higher margins. Private label
products, however, do not have the same level of consumer recognition as
branded products and private label manufacturers do not generally provide
retailers with the same services and support as branded manufacturers.

In February 1990, the Company acquired Windsor Shirt Company, a private
label retail company. Prior thereto, Windsor Shirt had been a significant
customer of The Pickwick Company.

The Company believes that Windsor Shirt fills a niche currently missing
in outlet retailing. Prior to the acquisition, Windsor Shirt operated
traditional men's dress shirt stores, primarily in regional malls and strip
centers. Since the acquisition, the Company has closed the Windsor Shirt
stores in regional malls, strip centers and other unprofitable locations, and
has focused on developing this format in a manufacturers' outlet venue. In
addition, the Company has totally reconfigured the stores and upgraded the
quality and improved the presentation of the products sold in its stores.
Windsor Shirt stores now offer a full line of men's traditional and
fashionable apparel, including dress shirts, neckwear, bottoms, sportswear,
hosiery and accessories.

The Windsor Shirt target customer is a professional male who desires
updated traditional merchandise at value prices, although its products also
appeal to a broad spectrum of consumers. The Windsor Shirt merchandising
strategy focuses on offering an assortment of traditional and fashionable
styles of men's dress furnishings and sportswear. Through attention to design
and construction details, the Company seeks to ensure that the merchandise
offered will be consistent in fashion and quality. The stores offer
merchandise in the upper moderate price ranges.

Knitwear

The Company's Somerset division is a leading manufacturer and marketer of
primarily men's private label sweaters and golf apparel. Somerset markets its
products at wholesale to traditional department and specialty stores, national
retail chains and catalog merchants, including Lands' End, JCPenney, May Co.,
L.L. Bean, Federated and Sears.

In 1993, Somerset conducted highly-successful launches of Geoffrey Beene
sweaters and Van Heusen Players golf apparel. In the prior year, Somerset
successfully introduced Van Heusen branded sweaters. The marketing of these
branded products, combined with completing a 1992 restructuring which included
a transfer of its sweater production to lower cost facilities, has improved
Somerset's operating margins in 1993.

Somerset also markets its products through the Company's own sweater and
knitwear outlet stores called "Cape Isle Knitters." Cape Isle Knitters stores
offer a select line of men's and women's knitwear products, including sweaters
and knit tops, both being complemented with pants and shorts, and hosiery.

The merchandising strategy for Cape Isle Knitters stores is focused on
achieving an updated traditional look which emphasizes easy to understand
fashion and styling. Emphasis is also placed on natural
product and timeless appeal. Stores offer merchandise in the moderate to
upper moderate price range.

Competition in the Apparel Industry

The apparel industry is highly competitive due to its fashion
orientation, its mix of large and small producers, the flow of imported
merchandise and the wide diversity of retailing methods. Competition has been
exacerbated by the recent consolidations and closings of major department
store groups. Based on the variety of the apparel marketed by the Company and
the various channels of distribution it has developed, the Company believes it
is well-positioned in the industry, although the Company has many diverse
competitors in both manufacturing and retailing.

The Company's apparel wholesale divisions experience competition in
branded, designer and private label products. Some of the larger competitors
include: Bidermann Industries ("Arrow" brand); Salant Corporation ("Perry
Ellis" and "John Henry" brands); Warnaco ("Hathaway" and "Christian Dior"
brands); Smart Shirt (private label shirt division of Kellwood); Capital
Mercury (private label shirts); Oxford Industries (private label shirts); and
VF Corporation ("Jantzen" branded sweaters). While several apparel
manufacturers currently operate outlet stores, management believes that none
offers a similar selection of product in the variety of formats offered by the
Company.

Footwear Business

The Company's footwear business, conducted through its G.H. Bass & Co.
division, consists of the manufacture and marketing of a full line of
traditional men's, women's and children's casual shoes under the "Bass" brand
name in the moderate to better price range. Various sub-brands are utilized,
the most important ones being "Weejun", "Sunjun" and "Compass." "Bass" is the
leading brand of casual shoes in the United States, according to research
conducted by Footwear Market Insights ("FMI") based on pairs of shoes sold.
FMI's research shows Bass with a 6.0% share of the casual shoe market.

Bass' traditional wholesale customers are major department stores and
specialty shoe stores throughout the United States, including Federated, May
Co., Dillard's, Macy's and Dayton Hudson. In 1992, Bass began marketing its
footwear internationally and is now selling footwear to leading retailers in
Europe, Mexico, Canada, South America and the Far East.

All of the Company's footwear is designed "in-house." Approximately 33%
of the Bass wholesale footwear products are manufactured in the Company's
facilities in the United States, Puerto Rico and the Dominican Republic, with
the remainder being sourced through manufacturers primarily located in the Far
East and Brazil.

Bass Retail operates stores located primarily in manufacturers' outlet
malls; these stores typically carry an assortment of "Bass" shoes, in the
moderate to upper moderate price range, as well as complementary products not
sold by Bass to its traditional wholesale customers. In addition, the Company
has expanded many of its Bass retail stores to sell Bass apparel and
accessories consistent with the Bass "lifestyle." As these stores have
enjoyed a strong period of initial success, the Company plans to continue
expanding the offering of Bass apparel into stores which currently offer
footwear only. To a lesser extent, the Bass Retail division operates "image"
stores, located primarily in large upscale regional malls, typically offering
a narrower assortment of "Bass" shoes than that carried in Bass Retail outlet
stores.

Bass' merchandising strategy is focused on achieving an American classic
look which emphasizes classic and traditional footwear design. The stores
emphasize the design interpretation "The Look That Never Wears Out" in
creating an image for its products.

In 1994, the Company plans to expand on its initial offering of a line of
Bass Kids apparel merchandise.

Competition in the Shoe Industry

The shoe industry is characterized by fragmented competition.
Consequently, retailers and consumers have a wide variety of choices regarding
brands, style and price. However, over the years, Bass has maintained its
important position in the traditional casual footwear market. Bass does not
compete directly in fashion footwear or performance athletic footwear. In the
casual footwear market, the Company's primary competitors include Dexter,
Rockport, Timberland, Sperry and Sebago. The Company believes, however, that
it manufactures a more extensive line of footwear for both genders and in a
broader price range than any of its competitors.

Currently, Bass Retail outlet stores have few direct footwear
competitors. Dexter, and to an even lesser extent Timberland, are the most
prominent casual footwear companies that are competing in the outlet
environment. However, multi-branded outlet footwear retailers, such as
Bannister and Little Red Shoe Store, compete on price and assortment.

Merchandise Design, Manufacturing and Product Procurement

Approximately 35% of the Company's wholesale apparel products and 33% of
its wholesale footwear products are manufactured in Company-owned facilities
while the remainder is directly sourced by the Company through suppliers
located world-wide. All of the apparel and footwear merchandise manufactured
by the Company as well as the vast majority of its sourced products are
planned and designed through the efforts of its various merchandise/product
development groups. These groups consist of designers, product line builders
and merchants who consider consumer taste, fashion, history and the economic
environment when creating a product plan for a particular season. The
Company's growing retail presence has, in addition, provided a direct means to
gauge consumer preferences which enables the Company to forecast consumer
desires more accurately. The Company's apparel and footwear retail buying
groups work closely with their wholesale counterparts to be certain that each
product classification within the Company's retail stores provides an adequate
array of merchandise to satisfy consumer demand.

Apparel and footwear product lines are developed primarily for two major
selling seasons, spring and fall. However, certain of the Company's product
lines require more frequent introductions of new merchandise, and some of the
Company's more fashionable product lines have as many as two to four
supplemental offerings.

The process from initial design to finished product varies greatly, but
generally spans nine to 12 months prior to each selling season. Raw materials
and production commitments are generally made four to 12 months prior to
production and quantities are finalized at that time. In addition, sales are
monitored regularly at both the retail and wholesale levels and modifications
in production can be made both to increase or reduce availability. The
Company's substantial efforts in the area of quick response to sales trends
(through the development of the PVH Pulse System) maximize its inventory
flexibility and minimize production overruns.

Shirts and sweaters are manufactured in the Company's domestic apparel
manufacturing facilities in Alabama, Arkansas and Puerto Rico. The Company
also operates facilities in Costa Rica, Guatemala and Honduras. Additionally,
the Company contracts for apparel merchandise with vendors principally in the
Far East, Middle East and Caribbean areas which meet its quality and cost
requirements. Footwear is manufactured in the Company's factories located in
Maine, Puerto Rico and the Dominican Republic. In addition, the Company
contracts for footwear merchandise which meet its requirements from overseas
vendors, principally in Brazil and the Far East.

The Company's foreign offices, located principally in Hong Kong, Korea,
Taiwan, Singapore and Brazil, enable the Company to monitor the quality of the
goods manufactured by, and the delivery performance of, its suppliers. The
Company continually seeks additional suppliers throughout the world for its
sourcing needs and places its orders to limit the risk that a disruption of
production at any one facility could cause a serious inventory problem. The
Company has experienced no significant production delays or difficulties in
importing goods. However, from time to time the Company has incurred added
costs by shipping goods by air freight in order for it to meet certain
delivery commitments to its customers. The Company's purchases from its
suppliers are effected through individual purchase orders specifying the price
and quantity of the items to be produced. The Company does not have any
long-term, formal arrangements with any of the suppliers which manufacture its
products. The Company believes that it is the largest customer of many of its
manufacturing suppliers and considers its relations with its suppliers to be
satisfactory. No single supplier is critical to the Company's production
needs, and the Company believes that an ample number of alternative suppliers
exist should the Company need to secure additional or replacement production
capacity.

The Company purchases raw materials, including shirting fabric, buttons,
thread, labels, yarn, piece goods and leather, from domestic and foreign
sources based on quality, pricing (including quotas and duties) and
availability factors. The Company believes it is one of the largest procurers
of shirting fabric world-wide and purchases the majority of its shirting
fabric from overseas manufacturers, due, at least in part, to decreased
domestic production. The Company monitors factors affecting textile
production and imports and remains flexible in order to exploit advantages in
obtaining materials from different suppliers and different geographic regions.
Rawhide leather for Bass' footwear products is procured mainly from domestic
suppliers. The leather used in Bass shoes is a by-product of beef production
and its availability has remained stable over the past several years as a
result of the stability of the beef market. Bass monitors the leather market
and makes purchases on the spot market or through blanket contracts with
suppliers as price trends dictate. No single supplier of raw materials is
critical to the Company's production needs and the Company believes that an
ample number of alternative suppliers exist should the Company need to secure
additional or replacement raw materials.

The Company's PVH-I division serves as the apparel design and sourcing
center for all of the apparel retail operations. PVH-I has developed
merchandising organizations (both designers and administrators) dedicated to
each apparel store format to develop and plan the apparel products which are
sold in the Company's stores but which are not marketed by the wholesale arm
of that division.

Advertising and Promotion

The Company has used national advertising to communicate the Company's
marketing message since the 1920's. The Company believes that this effort has
helped create strong brand awareness and a high recognition factor among
American consumers and has contributed to the overall success of the Company.
The Company advertises primarily in national print media including fashion,
entertainment/human interest, business, men's, women's and sports magazines.
Brand awareness is further supplemented by the Company's co-op advertising
program through which the Company and individual retailers combine their
efforts and share the cost of store radio, television and newspaper
advertisements and in-store advertising and promotional events featuring the
Company's branded products.

The Company relies upon local outlet mall developers to promote traffic
for their centers. Outlet center developers employ multiple formats including
signage (highway billboards, off-highway directional signs, on-site signage
and on-site information centers), print advertising (brochures, newspapers and
travel magazines), direct marketing (to tour bus companies and travel agents),
radio and television, and special promotions.
Trademarks

The Company has the exclusive right to use the "Van Heusen" name in
North, Central and South America as well as the Philippines, and the exclusive
worldwide right to use "Bass" for footwear. The Company has registered or
applied for registration of a multitude of other trademarks for use on a
variety of items of apparel and footwear and apparel and footwear-related
products and owns many foreign trademark registrations. It presently has
pending a number of applications for additional trademark registrations. The
Company regards its trademarks and other proprietary rights as valuable assets
and believes that they have significant value in the marketing of its
products.

Licensing

The Company is licensing the "Van Heusen" name for apparel products in
Canada and in most of the South and Central American countries. In the United
States, the Company currently licenses the use of the "Van Heusen" name for
various products that it does not manufacture or procure, including boy's
apparel, sleepwear, eyeglasses, neckwear and other accessories and is
exploring the possibility of licensing the name for use on other products.
The Company also has a licensing and distribution agreement for "Bass"
footwear in Japan.

Retail Stores

As of January 30, 1994, the Company operated 780 stores in five different
formats: Van Heusen, Bass, Geoffrey Beene, Windsor Shirt and Cape Isle
Knitters. The Company's stores are located primarily in manufacturers' outlet
malls, except for the Bass Retail "image" stores. Store layouts and designs
differ among the five retail formats in order to maximize the effectiveness of
the product and pricing strategy directed toward each format's specific target
customer.

Historically, the geographic dispersement of the Company's retail stores
has been focused in the northeast and southeast regions of the United States.
As outlet mall retailing in these areas is maturing, it is the Company's
intent to focus on opening new stores throughout other regions of the United
States. Primary emphasis will be on the western part of the United States,
although the Company will continue to "back-fill" stores in outlet malls in
the northeastern and southeastern parts of the United States.

Manufacturers' outlet malls are a growing segment of the retail industry,
and the Company is a leading operator of outlet mall stores. Other branded
apparel manufacturers who have entered the outlet mall sector include Ralph
Lauren, Liz Claiborne, Bugle Boy, Gant, Izod, J. Crew, Jockey, Donna Karan,
Leslie Fay, Jones New York, Nautica, Tommy Hilfiger, Calvin Klein and Anne
Klein.

The following table sets forth the number of openings and closings of the
Company's retail stores by fiscal year since 1989 and the number of stores
operated at the end of each fiscal year:

Fiscal Fiscal Fiscal Fiscal Fiscal
1993 1992 1991 1990(1) 1989

Store openings:. . . . . . . . . . . . 126 116 126 166 93
Store closings:. . . . . . . . . . . . 51 47 40 40 33
Total stores operated at year end: . . 780 705 636 550 424

(1) Includes 46 Windsor Shirt stores acquired during fiscal 1990.

The Company plans to add an additional 101 stores in fiscal 1994 (net of
store closings). To meet this growth goal, the Company must be able to open
multiple stores in new malls, "back-fill" its store formats in a sufficient
number of existing outlet malls and/or develop new store formats. The primary
short-term source of the Company's retail expansion will be the opening of
multiple store formats in new malls. There are currently approximately 40 new
malls (including mall additions) scheduled to open in 1994 and the Company
intends to feature several store formats in almost all of them. A large
portion of the retail expansion will come from these new malls and existing
mall expansions. In addition, retail expansion will come from "back-filling",
which entails adding one or more of the Company's store formats to malls in
which the Company already operates stores in one or more other formats.
Future growth will also come from the development of new store formats, such
as the Geoffrey Beene stores offering casual apparel for women which opened
late in the summer of 1993. The addition of these, as well as any other new
formats will provide the Company with the opportunity to increase the number
of stores the Company operates in existing and new malls. Performance of all
stores is reviewed on a regular basis, and poorly performing stores are closed
when appropriate.

The Company maintains a real estate department which works with the store
planning and design department in opening new stores. The real estate
department locates appropriate sites based on information regarding area
demographics, model store size, available lease arrangements and projected
volume and operating returns. In preparation for opening, the store planning
and design department coordinates interior plans with landlords, division
heads, contractors and developers. As construction is completed, a project
manager supervises fixture installation as well as ensures the quality
workmanship demanded by the Company. Field management then begins the
merchandising process. All of these efforts culminate with the opening of
each new store.

The retail distribution strategy has evolved to allow the Company the
opportunity to market directly to consumers while limiting the disruption of
sales to the Company's traditional wholesale customers by locating primarily
in manufacturers' outlet malls in locations such as tourist destination areas.
As a leading outlet retailer, the Company has the ability to secure favorable
lease terms and locations for its stores.

The Company's plans with respect to expansion are frequently reviewed and
revised in light of changing conditions. It is possible that not all of the
plans described above will be completed and that other projects may be added.

Tariffs and Import Restrictions

A substantial portion of the Company's products are manufactured by
contractors located outside the United States. These products are imported
and are subject to United States Customs laws, which impose tariffs as well as
import quota restrictions established by the Department of Commerce. However,
a significant portion of the Company's apparel products are imported from its
Caribbean Basin manufacturing facilities and are therefore eligible for
certain duty-advantaged programs commonly known as "807 Programs." While
importation of goods from certain countries from which the Company obtains
goods may be subject to embargo by United States Customs authorities if
shipments exceed quota limits, the Company closely monitors import quotas and
can, in most cases, shift production to contractors located in countries with
available quotas or to domestic manufacturing facilities. The existence of
import quotas has, therefore, not had a material effect on the Company's
business.

Employees

The Company currently employs approximately 10,200 persons on a full-time
basis and approximately 2,900 persons on a part-time basis. Of the
approximately 13,100 persons employed by the Company, 66% are employed in the
apparel business, 32% are employed in the footwear business and 2% are
corporate employees. Approximately 4% of the Company's total employees are
represented for the purpose of collective bargaining with three different
unions. Additional persons, some represented by these three unions, are
employed from time to time based upon the Company's manufacturing schedules
and retailing seasonal needs. The Company believes that its relations with
its employees are satisfactory.
Item 2. Properties

The Company maintains its principal executive offices at 1290 Avenue of
the Americas, New York, New York, occupying approximately 80,000 square feet
under a sub-lease which expires on December 30, 1998. The Company also
maintains an administrative facility in Bridgewater, New Jersey, where the
Company occupies a building of approximately 153,000 square feet under a lease
which expires on July 30, 2007. The following tables summarize the other
manufacturing facilities, warehouses and distribution centers, administrative
offices and retail stores of the Company:

Apparel Business

Square Feet of
Floor Space (000's)

Owned Leased Total

Manufacturing Facilities . . . . . . . . . . . . . . 276 329 605
Warehouses and Distribution Centers. . . . . . . . . 815 568 1,383
Administrative . . . . . . . . . . . . . . . . . . . 0 65 65
Retail Stores. . . . . . . . . . . . . . . . . . . . 0 1,619 1,619

1,091 2,581 3,672

Footwear Business
Owned Leased Total

Manufacturing Facilities . . . . . . . . . . . . . . 274 115 389
Warehouses and Distribution Centers. . . . . . . . . 127 184 311
Administrative . . . . . . . . . . . . . . . . . . . 20 138 158
Retail Stores. . . . . . . . . . . . . . . . . . . . 9 1,138 1,147

430 1,575 2,005

Leases for these apparel and footwear facilities have expiration dates
through December 2003. Information with respect to minimum annual rental
commitments under leases in which the Company is a lessee is incorporated
herein by reference to the note entitled "Leases" in the Notes to Consolidated
Financial Statements incorporated by reference in Item 8 of this report.

Item 3. Legal Proceedings

The Company is a party to certain litigation which, in the Company's
judgment based on the opinion of legal counsel, will not have a material
adverse effect on the Company's financial position.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Executive Officers of the Registrant

The following table sets forth certain information concerning the
Company's Executive Officers:

Name Position Age

Lawrence S. Phillips Chairman of the Board of Directors 67
Bruce J. Klatsky President; Chief Executive Officer; Director 45
Irwin W. Winter Vice President, Finance; Chief Financial Officer;
Director 60
Walter T. Rossi Chairman, PVH Retail Group 51
Allen E. Sirkin Chairman, The PVH Apparel Group 51
Mark Weber Vice President; President of PVH International 45

Mr. Lawrence S. Phillips has been employed by the Company in various
capacities over the last 46 years, and has been Chairman of the Company for
more than the past five years. Mr. Phillips has served as a director of the
Company since 1951.

Mr. Bruce J. Klatsky has been employed by the Company in various
capacities over the last 22 years, and has been President of the Company since
1987. Mr. Klatsky has served as a director of the Company since 1985 and was
named Chief Executive Officer in June of 1993.

Mr. Irwin W. Winter joined the Company in July 1987 as Vice President,
Finance and Chief Financial Officer. Mr. Winter has served as a director of
the Company since 1987.

Mr. Walter T. Rossi joined the Company in November of 1992 as Chairman,
PVH Retail Group. For more than the last five years prior to joining the
Company, he served as Chairman and CEO of Mervyn's, a division of Dayton
Hudson.

Mr. Allen E. Sirkin has been employed by the Company since 1985. From
1988 to 1990, he was President of The Van Heusen Company and The Designer
Group. He has served as Chairman, The PVH Apparel Group since 1990.

Mr. Mark Weber has been employed by the Company in various capacities
over the last 22 years, and has been Vice President of the Company since 1988
and President of PVH International since 1989.

PART II

Item 5. Market for Registrant's Common Stock and Related Security Holder
Matters

Information with respect to the market for the Company's common stock and
related security holder matters which appears under the heading "Selected
Quarterly Financial Data" in the 1993 Annual Report to Stockholders, is
incorporated herein by reference.

Item 6. Selected Financial Data

Selected Financial Data which appears under the heading "Seven Year
Financial Summary" in the 1993 Annual Report to Stockholders, is incorporated
herein by reference.

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations

Management's Discussion and Analysis of Financial Condition and Results
of Operations which appears under the heading "Financial Review" in the 1993
Annual Report to Stockholders, is incorporated herein by reference.

Item 8. Financial Statements and Supplementary Data

The consolidated financial statements, which appear in the 1993 Annual
Report to Stockholders, are incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None.

PART III

Item 10. Directors and Executive Officers of the Registrant

The information required by Item 10 is incorporated herein by reference
to the section entitled "Election of Directors" of the Company's proxy
statement for the Annual Meeting of Stockholders to be held on June 14, 1994.

Item 11. Executive Compensation

Information with respect to Executive Compensation is incorporated herein
by reference to the sections entitled "Executive Compensation", "Compensation
Committee Report on Executive Compensation" and "Performance Graph" of the
Company's proxy statement for the Annual Meeting of Stockholders to be held on
June 14, 1994.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Information with respect to the Security Ownership of Certain Beneficial
Owners and Management is incorporated herein by reference to the section
entitled "Security Ownership of Certain Beneficial Owners and Management" of
the Company's proxy statement for the Annual Meeting of Stockholders to be
held on June 14, 1994.

Item 13. Certain Relationships and Related Transactions

Information with respect to Certain Relationships and Related
Transactions is incorporated herein by reference to the sections entitled
"Election of Directors" and "Compensation of Directors" of the Company's proxy
statement for the Annual Meeting of Stockholders to be held on June 14, 1994.

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)(1) The following consolidated financial statements are incorporated by
reference in Item 8 of this report:

Consolidated Statements of Income--Years Ended January 30, 1994,
January 31, 1993 and February 2, 1992
Consolidated Balance Sheets--January 30, 1994 and January 31, 1993
Consolidated Statements of Cash Flows--Years Ended January 30, 1994,
January 31, 1993 and February 2, 1992
Consolidated Statements of Changes in Common Stockholders' Equity--
Years Ended January 30, 1994, January 31, 1993 and February 2, 1992
Notes to Consolidated Financial Statements

(a)(2) See page F-1 for a listing of financial statement schedules submitted
as part of this report.

(a)(3) The following exhibits are included in this report:

Exhibit
Number

3.1 Certificate of Incorporation (incorporated by reference to Exhibit
5 to the Company's Annual Report on Form 10-K for the fiscal year
ended January 29, 1977).

3.2 Amendment to Certificate of Incorporation, filed June 27, 1984
(incorporated by reference to Exhibit 3B to the Company's Annual
Report on Form 10-K for the fiscal year ended February 3, 1985).

3.3 Amendment to Certificate of Incorporation, filed June 2, 1987
(incorporated by reference to Exhibit 3(c) to the Company's Annual
Report on Form 10-K for the fiscal year ended January 31, 1988).

3.4 Amendment to Certificate of Incorporation, filed September 4, 1992.

3.5 Amendment to Certificate of Incorporation, filed June 1, 1993.

3.6 By-Laws of PVH (incorporated by reference to Exhibit 6 to the
Company's Annual Report on Form 10-K for the fiscal year ended
January 29, 1977).

3.7 Amendment to Section 4 of Article II of the By-Laws of PVH
(incorporated by reference to Exhibit 28.3 to the Company's Report
on Form 8-K filed on September 5, 1987).

4.1 Specimen of Common Stock certificate (incorporated by reference to
Exhibit 4 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1981).

4.2 Preferred Stock Purchase Rights Agreement (the "Rights Agreement"),
dated June 10, 1986 between PVH and The Chase Manhattan Bank, N.A.
(incorporated by reference to Exhibit 3 to the Company's Quarterly
Report as filed on Form 10-Q for the period ended May 4, 1986).

4.3 Amendment to the Rights Agreement, dated March 31, 1987 between PVH
and The Chase Manhattan Bank, N.A. (incorporated by reference to
Exhibit 4(c) to the Company's Annual Report on Form 10-K for the
year ended February 2, 1987).

Exhibit
Number

4.4 Supplemental Rights Agreement and Second Amendment to the Rights
Agreement, dated as of July 30, 1987, between PVH and The Chase
Manhattan Bank, N.A. (incorporated by reference to Exhibit (c)(4)
to the Company's Schedule 13E-4, Issuer Tender Offer Statement,
dated July 31,1987).

4.5 Credit Agreement, dated as of December 16, 1993, among PVH, Bankers
Trust Company, The Chase Manhattan Bank, N.A., Citibank, N.A., The
Bank of New York, Chemical Bank and Philadelphia National Bank, and
Bankers Trust Company, as agent.

4.6 Note Agreement, dated October 1, 1992, among PVH, The Equitable
Life Assurance Society of the United States, Equitable Variable
Life Insurance Company, Unum Life Insurance Company of America,
Nationwide Life Insurance Company, Employers Life Insurance Company
of Wausau and Lutheran Brotherhood (incorporated by reference to
Exhibit 4.21 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1993).

4.7 Indenture, dated as of November 1, 1993, between PVH and The Bank
of New York, as Trustee (incorporated by reference to Exhibit 4.01
to the company's Registration Statement on Form S-3 (Reg. No. 33-
50751) filed on October 26, 1993).

10.1 Sublease, dated as of August 5, 1987, between Telemundo Group, Inc.
and PVH (incorporated by reference to Exhibit 28.2 to the Company's
Report on Form 8-K filed on September 5, 1987).

* 10.2 1987 Stock Option Plan, including all amendments through March 30,
1993.

* 10.3 1973 Employees' Stock Option Plan (incorporated by reference to
Exhibit 1 to the Company's Registration Statement on Form S-8 (Reg.
No. 2-72959) filed on July 15, 1981).

* 10.4 Supplement to 1973 Employees' Stock Option Plan (incorporated by
reference to the Company's Prospectus filed pursuant to Rule 424(c)
to the Registration Statement on Form S-8 (Reg. No. 2-72959) filed
on March 31, 1982).

* 10.5 Phillips-Van Heusen Corporation Special Severance Benefit Plan
(incorporated by reference to the Company's Report on Form 8-K
filed on January 16, 1987).

* 10.6 Phillips-Van Heusen Corporation Capital Accumulation Plan
(incorporated by reference to the Company's Report on Form 8-K
filed on January 16, 1987).

* 10.7 Phillips-Van Heusen Corporation Amendment to Capital Accumulation
Plan (incorporated by reference to Exhibit 10(n) to the Company's
Annual Report on Form 10-K for the fiscal year ended February 2,
1987).

* 10.8 Form of Agreement amending Phillips-Van Heusen Corporation Capital
Accumulation Plan with respect to individual participants
(incorporated by reference to Exhibit 10(1) to the Company's
Annual Report on Form 10-K for the fiscal year ended January 31,
1988).

* 10.9 Phillips-Van Heusen Corporation Supplemental Defined Benefit Plan,
dated January 1, 1991, as amended and restated on June 2, 1992
(incorporated by reference to Exhibit 10.10 to the Company's Annual
Report on Form 10-K for the fiscal year ended January 31, 1993).

Exhibit
Number

* 10.10 Phillips-Van Heusen Corporation Supplemental Savings Plan, dated as
of January 1, 1991 and amended and restated as of January 1, 1992
(incorporated by reference to Exhibit 10.29 to the Company's Annual
Report on Form 10-K for the fiscal year ended February 2, 1992).

11. Statement re: Computation of Earnings Per Share.

13. Sections of the 1993 Annual Report to Stockholders for the fiscal
year ended January 30, 1994 which are included in Parts I and II of
this Form 10-K. These sections are Selected Quarterly Financial
Data, Seven Year Financial Summary, Financial Review and the
consolidated financial statements.

21. Subsidiaries of the Company.

24. Consent of Independent Auditors.

(b) The Company filed no reports on Form 8-K during the fourth quarter of the
fiscal year ended January 30, 1994.

(c) Exhibits: See (a)(3) above for a listing of the exhibits included as part
of this report.

(d) Financial Statement Schedules: See page F-1 for a listing of the
financial statement schedules submitted as part of this report.

(e) The Company agrees to furnish to the Commission upon request a copy of
each agreement with respect to long-term debt where the total amount of
securities authorized thereunder does not exceed 10% of the total
consolidated assets of the Company.

* Management contract or compensatory plan or arrangement required to be
filed as an exhibit to this form pursuant to Item 14(c) of this report.

FORM 10-K-ITEM 14(a)(2)

PHILLIPS-VAN HEUSEN CORPORATION

INDEX TO FINANCIAL STATEMENT SCHEDULES

The following consolidated financial statement schedules of Phillips-Van
Heusen Corporation and subsidiaries are included herein:

Schedule II - Amounts Receivable from Related Parties
and Underwriters, Promoters and Employees
Other Than Related Parties . . . . . . . . . . . F-2

Schedule VIII - Valuation and Qualifying Accounts. . . . . . . . F-3

Schedule IX - Short-Term Borrowings. . . . . . . . . . . . . . F-6

Schedule X - Supplementary Income Statement Information . . . F-7

All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable and therefore have
been omitted.

F-1

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

PHILLIPS-VAN HEUSEN CORPORATION

Bruce J. Klatsky
By:..................................
Bruce J. Klatsky
President, Chief Executive
Officer and Director

Date: April 19, 1994

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Signature Title Date

Lawrence S. Phillips Chairman of the Board of Directors April 19, 1994
Lawrence S. Phillips

Bruce J. Klatsky President, Chief Executive Officer April 19, 1994
Bruce J. Klatsky and Director (Principal Executive
Officer)

Irwin W. Winter Vice President, Finance and April 19, 1994
Irwin W. Winter Director (Principal Financial
Officer)

Emanuel Chirico Vice President and Controller April 19, 1994
Emanuel Chirico (Principal Accounting Officer)

Edward H. Cohen Director April 19, 1994
Edward H. Cohen

Estelle Ellis Director April 19, 1994
Estelle Ellis

Joseph B. Fuller Director April 19, 1994
Joseph B. Fuller

Maria Elena Lagomasino Director April 19, 1994
Maria Elena Lagomasino

Bruce Maggin Director April 19, 1994
Bruce Maggin

Ellis E. Meredith Director April 19, 1994
Ellis E. Meredith

Steven L. Osterweis Director April 19, 1994
Steven L. Osterweis

William S. Scolnick Director April 19, 1994
William S. Scolnick

Peter J. Solomon Director April 19, 1994
Peter J. Solomon

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

PHILLIPS-VAN HEUSEN CORPORATION

By:..................................
Bruce J. Klatsky
President, Chief Executive
Officer and Director

Date: April , 1994

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Signature Title Date

Chairman of the Board of Directors April , 1994
Lawrence S. Phillips

President, Chief Executive Officer April , 1994
Bruce J. Klatsky and Director (Principal Executive
Officer)

Vice President, Finance and April , 1994
Irwin W. Winter Director (Principal Financial
Officer)

Vice President and Controller April , 1994
Emanuel Chirico (Principal Accounting Officer)

Director April , 1994
Edward H. Cohen

Director April , 1994
Estelle Ellis

Director April , 1994
Joseph B. Fuller

Director April , 1994
Maria Elena Lagomasino

Director April , 1994
Bruce Maggin

Director April , 1994
Ellis E. Meredith

Director April , 1994
Steven L. Osterweis

Director April , 1994
William S. Scolnick

Director April , 1994
Peter J. Solomon

SCHEDULE II

PHILLIPS-VAN HEUSEN CORPORATION

AMOUNTS RECEIVABLE FROM RELATED PARTIES
AND UNDERWRITERS, PROMOTERS AND EMPLOYEES OTHER
THAN RELATED PARTIES

Column A Column B Column C Column D Column E

Balance at Deductions Balance at
Beginning Amounts Amounts End of Period
Name of Debtor of Period Additions Collected Written Off Current Non Current

Year ended January 30, 1994:
Note Receivable:
Paul A. Rubin (a) $236,965 $ - $236,965 $ - $ - $ -
Bruce J. Klatsky (b) $ - $278,351 $ - $ - $278,351 $ -

Year ended January 31, 1993:
Note Receivable:
Paul A. Rubin (a) $ - $240,000 $ 3,035 $ - $236,965 $ -

Year ended February 2, 1992: $ - $ - $ - $ - $ - $ -

(a) -- Promissory note with interest at 9.75%, which was repaid in full during 1993.

(b) -- Promissory note with interest at 7.50%, due July 31, 1994.

F-2

PHILLIPS-VAN HEUSEN CORPORATION

VALUATION AND QUALIFYING ACCOUNTS
Year Ended January 30, 1994

Column A Column B Column C Column D Column E
Additions
Balance at Charged to Charged to Balance
Beginning Costs and Other at End
Description of Period Expense Accounts Deductions of Period

Allowances deducted from
asset accounts:
Allowance for discounts . . . . . $ 19,000 $ - $ - $ 19,000(a)$ -
Allowance for doubtful
accounts. . . . . . . . . . . . 2,311,500 79,228(b) 224,594(c) 444,255(d) 2,171,067
$ 2,330,500 $ 79,228 $224,594 $463,255 $2,171,067

(a) Allowance reversed since no discounts were given to customers in 1993.
(b) Provisions for doubtful accounts.
(c) Recoveries of doubtful accounts previously written off.
(d) Primarily uncollectible accounts charged against the allowance provided therefor.

F-3

PHILLIPS-VAN HEUSEN CORPORATION

VALUATION AND QUALIFYING ACCOUNTS
Year Ended January 31, 1993

Column A Column B Column C Column D Column E
Additions
Balance at Charged to Charged to Balance
Beginning Costs and Other at End
Description of Period Expense Accounts Deductions of Period

Allowances deducted from
asset accounts:
Allowance for discounts . . . . . $ 7,500 $ 21,245(a) $ - $ 9,745(b) $ 19,000
Allowance for doubtful
accounts. . . . . . . . . . . . 2,269,500 859,385(c) 96,074(d) 913,459(e) 2,311,500
$ 2,277,000 $ 880,630 $ 96,074 $ 923,204 $2,330,500

(a) Provision for discounts, deducted from gross sales.
(b) Cash discounts allowed to customers.
(c) Provisions for doubtful accounts.
(d) Recoveries of doubtful accounts previously written off.
(e) Primarily uncollectible accounts charged against the allowance provided therefor.

F-4

PHILLIPS-VAN HEUSEN CORPORATION

VALUATION AND QUALIFYING ACCOUNTS
Year Ended February 2, 1992

Column A Column B Column C Column D Column E
Additions
Balance at Charged to Charged to Balance
Beginning Costs and Other at End
Description of Period Expense Accounts Deductions of Period

Allowances deducted from
asset accounts:
Allowance for discounts . . . . . $ 40,000 $ 19,390(a) $ - $ 51,890(b) $ 7,500
Allowance for doubtful
accounts. . . . . . . . . . . . 2,113,000 901,369(c) 9,886(d) 754,755(e) 2,269,500
$ 2,153,000 $ 920,759 $ 9,886 $ 806,645 $ 2,277,000

(a) Provision for discounts, deducted from gross sales.
(b) Cash discounts allowed to customers.
(c) Provisions for doubtful accounts.
(d) Recoveries of doubtful accounts previously written off.
(e) Primarily uncollectible accounts charged against the allowance provided therefor.

F-5

PHILLIPS-VAN HEUSEN CORPORATION

SHORT-TERM BORROWINGS

Column A Column B Column C Column D Column E Column F
Average
Maximum Amount Weighted
Weighted Amount Outstanding Average
Balance At Average Outstanding During Interest Rate
Category of Aggregate End Interest During the During
Short-Term Borrowing of Period Rate the Period Period(a) the Period(b)

Year ended January 30, 1994:
Revolving Credit Facility . . . .$ - - $41,600,000 $ 7,211,000 4.80%
Year ended January 31, 1993:
Revolving Credit Facility . . . .$ - - $80,100,000 $35,271,000 5.34%
Year ended February 2, 1992:
Revolving Credit Facility . . . . $ 2,200,000 6.19% $69,400,000 $33,336,000 7.46%

(a) The average amount outstanding during the period was computed on a daily basis.
(b) The weighted average interest rate during the period was computed by dividing the actual interest expense
by the average revolving credit balance outstanding.

F-6

PHILLIPS-VAN HEUSEN CORPORATION

SUPPLEMENTARY INCOME STATEMENT INFORMATION

Column A Column B
Charged to Costs and Expenses
Item (a) 1993 1992 1991

Advertising costs . . . . . . . . . . . . . . . . . . . . . . . . . $15,614,645 $13,791,282 $13,040,837

(a) Amounts for other items are not presented as such amounts are less than 1% of net sales.

F-7

EXHIBIT 11

PHILLIPS-VAN HEUSEN CORPORATION

COMPUTATION OF EARNINGS PER COMMON SHARE
(In thousands, except per share amounts)

1993 1992 1991

Primary:
Earnings before extraordinary loss. . . . . . . . . . . . . . . . . . . . . . . $ 43,252 $37,881 $31,137
Extraordinary loss, net of tax. . . . . . . . . . . . . . . . . . . . . . . . . (11,394) - -
Net Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,858 37,881 31,137
Preferred stock dividend. . . . . . . . . . . . . . . . . . . . . . . . . . . . - 2,138 8,190

Net income, common shares. . . . . . . . . . . . . . . . . . . . . . . . . . $ 31,858 $35,743 $22,947

Common shares and common share equivalents:
Weighted average number of shares outstanding. . . . . . . . . . . . . . . . 26,142 23,766 18,552
Shares issuable upon exercise of dilutive common stock options,
net of shares assumed to be repurchased (at the average
period market price) out of proceeds obtained therefrom . . . . . . . . . 964 1,487 1,345

Total common shares and common share equivalents . . . . . . . . . . . . . . 27,106 25,253 19,897

Income per common share and common share equivalents before
extraordinary loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1.60 $ 1.42 $ 1.15
Extraordinary loss per common share and common share equivalents. . . . . . . . (0.42) - -

Net income per common share and common share equivalents . . . . . . . . . .$ 1.18 $ 1.42 $ 1.15

Fully diluted:
Net Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 31,858 $37,881 $31,137

Total common shares and common share equivalents (see above). . . . . . . . . . 27,106 25,253 19,897
Additional shares issuable upon conversion of redeemable
preferred stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - 1,314 5,200
and the exercise of dilutive common stock options, net of shares
assumed to be repurchased (at the greater of average period or
period end market price) . . . . . . . . . . . . . . . . . . . . . . . . . . 18 26 214

Total common shares and common share equivalents assuming
full dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,124 26,593 25,311

Net income per common share and common share equivalents. . . . . . . . . (1) (1) (1)

(1) Amounts not shown since results are either not materially different from primary net income per
common share or are anti-dilutive.

EXHIBIT 21

SUBSIDIARIES OF THE REGISTRANT

The following table lists all of the subsidiaries of the Company and the
jurisdiction of incorporation of each subsidiary. Except as otherwise
indicated, each subsidiary does business under its corporate name indicated in
the table.

Name State or Other Jurisdiction of Incorporation

G. H. Bass Franchises Inc. Delaware

G. H. Bass Caribbean Inc. Delaware

Caribe M&I Ltd. Cayman Islands

GHB (Far East) Limited Hong Kong

Van Heusen Transportation
Corporation Delaware

Tejidos De Coamo, Inc. Delaware

Envoy Pacific Limited Hong Kong

Towell Import & Export Limited Hong Kong

Abese Limited Hong Kong

Confecciones Imperio, S.A. Costa Rica

Camisas Modernas, S.A. Guatemala

G. H. Bass Comercio
Exportacacao Ltda. Brazil

Windsor Shirt Company Pennsylvania

EXHIBIT 24

Consent of Independent Auditors

We consent to the incorporation by reference in this Annual Report on Form
10-K of Phillips-Van Heusen Corporation of our report dated March 17, 1994,
included in the Annual Report to Stockholders of Phillips-Van Heusen
Corporation.

Our audits also included the financial statement schedules of Phillips-Van
Heusen Corporation listed in Item 14(a). These schedules are the
responsibility of the Company's management. Our responsibility is to express
an opinion based on our audits. In our opinion, the financial statement
schedules referred to above, when considered in relation to the basic
financial statements taken as a whole, present fairly in all material respects
the information set forth herein.

We also consent to the incorporation by reference in the Registration
Statement (Form S-3 No. 33-46770), Registration Statement (From S-8
No. 33-59602), Registration Statement (Form S-8 No. 33-38698), Post-Effective
amendment No. 1 to the Registration Statement (Form S-8 No. 33-24057), Post-
Effective amendment No. 2 to the Registration Statement (Form S-8 No.
2-73803), Post-Effective amendment No. 4 to the Registration Statement (Form
S-8 No. 2-72959), Post-Effective amendment No. 6 to the Registration Statement
(Form S-8 No. 2-64564), and Post-Effective amendment No. 13 to the
Registration Statement (Form S-8 No. 2-47910), of Phillips-Van Heusen
Corporation and in the related Prospectuses of our report dated March 17,
1994, with respect to the consolidated financial statements and schedules of
Phillips-Van Heusen Corporation included in this Form 10-K for the year ended
January 30, 1994.

ERNST & YOUNG

New York, New York
April 26, 1994